SCHEDULE 13D/A
0001019056-22-000279
0001549738
XXXXXXXX
LIVE
4
Common Shares
12/17/2024
false
0001778129
88105E108
TerrAscend Corp.
77 City Centre Drive
Suite 501
Mississauga
A6
L5B 1M5
JW PARTNERS, LP
212-446-5361
1051 N. Venetian Drive
Miami Beach
FL
33139
JW OPPORTUNITIES FUND, LLC
212-446-5361
1051 N. Venetian Drive
Miami Beach
FL
33139
JW Asset Management, LLC
212-446-5361
1051 N. Venetian Drive
Miami Beach
FL
33139
JW GP, LLC
212-446-5361
1051 N. Venetian Drive
Miami Beach
FL
33139
JASON G. WILD
212-446-5361
1051 N. Venetian Drive
Miami Beach
FL
33139
0001082644
N
JW PARTNERS, LP
a
WC
N
DE
0.00
57621892.00
0.00
57621892.00
57621892.00
N
19.25
PN
0001594084
N
JW Opportunities Fund, LLC
a
WC
N
DE
0.00
24643277.00
0.00
24643277.00
24643277.00
N
8.35
CO
0001549738
N
JW Asset Management, LLC
a
OO
N
DE
0.00
97846954.00
0.00
97846954.00
97846954.00
N
32.34
IA
OO
0001778512
N
JW GP, LLC
a
OO
N
DE
0.00
97686970.00
0.00
97686970.00
97686970.00
N
32.28
OO
0001778752
N
Jason G. Wild
a
PF
OO
N
DE
4682322.00
97846954.00
4682322.00
97846954.00
102529276.00
N
33.74
IN
Common Shares
TerrAscend Corp.
77 City Centre Drive
Suite 501
Mississauga
A6
L5B 1M5
This Schedule 13D/A (the "Schedule") relates to the common shares, with no par value ("Common Shares"), of the Issuer and amends and supplements the Schedule 13D dated May 31, 2023 (as amended) filed by the Reporting Persons. Capitalized terms used but not defined herein have the meaning given to such terms in the Schedule 13D. Except as set forth herein and any previous amendment, the Schedule 13D is unmodified.
On December 17, 2024, in connection with the rationalization of the Reporting Person's private fund structure, JW Opportunities Master Fund, Ltd., which is being wound down and liquidated, transferred 19,352,516 Common Shares and 3,000,000 convertible preferred shares to its onshore feeder fund, JW Opportunities Fund, LLC ("JWO LLC"). JWO no longer beneficially owns any Common Shares.
(a)-(b) JWP may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 57,621,892 Common Shares as of December 17, 2024, which represent 19.25% of the Issuer's outstanding Common Shares.
JWO LLC may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 24,643,277 Common Shares as of December 17, 2024, which represent 8.35% of the Issuer's outstanding Common Share.
The Advisor may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 97,846,954 Common Shares as of December 17, 2024, which represent 32.34% of the Issuer's outstanding Common Shares.
The General Partner may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 97,686,970 Common Shares as of December 17, 2024, which represent 32.28% of the Issuer's outstanding Common Shares.
Wild may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 102,529,276 Common Shares as of December 17, 2024, which represent 33.74% of the Issuer's outstanding Common Shares.
For purposes of calculating the percentages set forth in this Item 5, the number of Common Shares outstanding is assumed to be the aggregate of 292,286,858, according to the Form 10-Q filed by the Issuer on November 6, 2024.
Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Common Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. See Exhibit 2 of Schedule 13D.
In the past sixty days, the Reporting Persons effected no transactions in the Common Shares other than as set forth in Item 4 above:
To the knowledge of the Reporting Persons, except for the matters described in the Schedule 13D (as amended), this Schedule 13D/A, or as set forth below, there is no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer.
JW PARTNERS, LP
/s/ Jason Klarreich
12/19/2024
JW Opportunities Fund, LLC
/s/ Jason Klarreich
12/19/2024
JW Asset Management, LLC
Jason G. Wild, its Managing Member
12/19/2024
JW GP, LLC
/s/ Jason Klarreich
12/19/2024
Jason G. Wild
/s/ Jason Klarreich
12/19/2024